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Nicole Portelli

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The Companies (Amendment) Bill, 2025, Part 1: Key Amendments Affecting Partnerships Corporate and M&A

The Companies (Amendment) Bill, 2025, Part 1: Key Amendments Affecting Partnerships

On the 18th June 2025, Bill no. 136, the Companies (Amendment) Bill (the “Bill”), was presented to Parliament by the Minister for the Economy, Enterprise and Strategic Projects for its first reading and was published in the Government Gazette on the 24th June 2025. The Bill proposes a number of amendments to the Companies Act (Chapter 386 of the laws of Malta) (the “Act”), across various areas. This article is the first of a two-part series which provides an overview of the main amendments to the Act. The purpose of this first part is to set out and analyse the…
Nicole Portelli
30th June 2025
Mamo TCV Advocates - Act No XVIII of 2024 seeks to address certain issues in the provisions of the Companies Act
An Overview of the Recent Amendments to the Companies Act Corporate and M&A

An Overview of the Recent Amendments to the Companies Act

On 15th April 2024, Bill No. 96 titled the ‘Companies (Amendment) Bill’ was presented to Parliament by the Minister for the Economy, Enterprise and Strategic Projects for its first reading. The Bill was subsequently passed as Act No. XVIII of 2024 (the ‘Act’) on the 17th May 2024. The Act specifically seeks to clarify certain provisions related to inter alia the reduction of companies’ issued share capital and share cancellation following a share buy-back, the requisition of general meetings by shareholders and to improve the quality of reporting standards to the Registrar of Companies (the ‘Registrar’). The aim of this…
Neeraj Bharwani, Nicole Portelli and Michael Psaila
30th May 2024
European Parliament, Strasbourg
Directive (EU) 2019/2121: Improving Mobility of Companies Across the European Union Corporate and M&A

Directive (EU) 2019/2121: Improving Mobility of Companies Across the European Union

Matters of cross-border company mobility are addressed at European Union level by means of Directive (EU) 2017/1132 (the “2017 Directive”) which provides for cross-border mergers and domestic divisions of public limited liability companies. The 2017 Directive, however, neither provides for cross-border divisions nor for re-domiciliation of companies within the European Union, with companies registered under the laws of Member States having to rely on their national law provisions should they wish to continue as being registered under the laws of another Member State. The lack of a legal framework for cross-border conversions and divisions leads to legal uncertainty and barriers…
Nicole Portelli
16th January 2023
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New Regulations Setting Up a Company Recovery Fund Corporate and M&A

New Regulations Setting Up a Company Recovery Fund

On 12th May 2020, Legal Notice 192 of 2020, the Companies Act (Company Reconstructions Fund) Regulations 2020 (the "Regulations") was published to supplement the company recovery procedure as provided under article 329B of the Companies Act (Chapter 386 of the laws of Malta) (the "Act").Objective of the RegulationsThe Regulations set up and regulate the administration and operation of a fund to be designated the Company Recovery Fund (the "Fund") which is intended to facilitate the company recovery procedure under article 329B of the Act. The Fund shall receive a maximum amount of €500,000 annually from the Malta Business Registry provided…
Nicole Portelli
15th May 2020
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The Central Bank of Malta Issues Directive 17 in view of Social Distancing Requirements Banking & FinanceCOVID19 MeasuresLegal Updates

The Central Bank of Malta Issues Directive 17 in view of Social Distancing Requirements

On 25th March 2020, following the advice of the Maltese health authorities to the public to pursue social distancing, the Central Bank of Malta (CBM) issued Directive 17, which implements temporary precautionary measures with respect to essential services provided by credit and financial institutions. This Directive entered into force on 26th March 2020 and outlines the minimum service expectations to be provided by commercial banks and financial institutions with the aim of reducing the number of persons visiting their branches each day. These measures mainly concern:(a) the deposit and withdrawal of cash; (b) the deposit, encashment and clearing of paper…
Nicole Portelli
27th March 2020
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The Court of Justice of the European Union Gives Preliminary Ruling on Unfair Terms in a Mortgage Loan Agreement Banking & Finance

The Court of Justice of the European Union Gives Preliminary Ruling on Unfair Terms in a Mortgage Loan Agreement

FactsCase C-125/18, "Marc Gomez del Moral Guasch vs. Bankia SA" concerns a request to the European Court of Justice (the "ECJ") for a preliminary ruling from Juzgado de Primera Instancia No 38 de Barcelona (Court of First Instance No. 38, Barcelona, Spain) in relation to the fairness or otherwise of a contractual term governing the variable ordinary and remunerative interest rate in a mortgage loan agreement. Under the agreement in question, the interest rate payable by Mr Gomez del Moral Guasch was to vary according to the reference index based on the mortgage loans granted by the Spanish savings banks,…
Nicole Portelli
17th March 2020